The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768, (hereinafter the "Company") are hereby invited to the Annual General Meeting to be held on Wednesday June 17, 2020 at 4.00 p.m. CET at Setterwalls Advokatbyrå's  offices with address at Sturegatan 10 in Stockholm. Registration for the meeting commences 30 minutes prior to the opening of the meeting.

Registration

Shareholders who wish to attend the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on the record date which is Thursday June 11, 2020 and notify the Company of their intention to attend no later than the same day (i.e. Thursday June 11, 2020). Notice of attendance is made in writing to SciBase Holding AB (publ), P.O. Box 3337, SE-103 67 Stockholm, Sweden, or by e-mail to [email protected] or by phone +46-8-410 620 00. The notice of attendance shall include name, personal or corporate ID number, address and phone number. The same dates, addresses, and formal requirements apply for notifying the Company of any accompanying advisors. Powers of attorneys, certificates of incorporation and other documents of authorization must be presented at the Annual General Meeting, but can preferably be sent to the Company in connection with the notice of attendance.

Special procedure due to the spread of coronavirus

In light of the spread of the coronavirus, the Board of Directors has decided to implement certain precautionary measures for the extraordinary general meeting on June 17, 2020 in order to ascertain the well-being of the Company's shareholders' as well as the opportunity for them to exercise their rights at the general meeting. For this reason, the timeframe for the general meeting will be kept a minimum, without restricting the shareholders' rights. No food or beverage will be served in connection with the general meeting and representatives of the Board of Directors, the senior management, and the auditor of the Company do not intend to attend physically, but only through telephone.

Voting by proxy

Considering the current situation, the shareholders are asked to consider the possibility not to attend the meeting in person and instead attend by proxy. The Swedish Parliament has adopted a temporary legislation, which from April 15, 2020 provides Swedish limited companies increased possibilities to collect proxies to facilitate general meetings. With support of this temporary legislation, the Board of Directors of SciBase Holding AB (publ) has resolved to provide the shareholders with a special proxy form for exercise of voting rights. Instead of attending the general meeting in person, a shareholder may use the proxy form to authorize representatives of SciBase Holding AB (publ) and Setterwalls Advokatbyrå AB to vote for their shares at the general meeting in accordance with the shareholder's instructions. The proxy form can be downloaded http://investors.scibase.se/en/annual-general-meeting-2020.

Nominee registered shares

Shareholders whose shares are registered in the names of nominees must temporarily register the shares in their own name in order to be entitled to attend the Annual General Meeting (so called voting registration). In order for such voting registration to be completed as per Thursday, June 11, 2020 the shareholders must inform their nominees well before this date.

Proxy

A shareholder's rights at the meeting may be exercised by a proxy empowered by a power of attorney. The power of attorney shall be in writing, dated and signed and must not be older than five years. The original power of attorney must be presented at the meeting. Those representing a legal person must also present a certificate of registration or the similar showing the authorized signatories. A proxy form is available on the Company's website, www.scibase.com.

Processing of personal data

For information regarding how your personal data is processed in connection with the meeting, please refer to the privacy policy on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting.
  2. Drawing up and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one person to verify the minutes.
  5. Determination as to whether the meeting has been duly convened.
  6. Presentation of the annual report and the auditor's report on the annual report and the consolidated annual report and the auditor's report on the consolidated annual report.
  7. Resolutions regarding:
    1. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
  1. allocation of the Company's result according to the adopted balance sheet; and
  1. discharge from liability for the members of the Board of Directors and the Managing Director.
  1. Resolution regarding the number of members and, where applicable, deputies of the Board of Directors and number of auditors and, where applicable, deputy auditors.
  2. Resolution regarding the remuneration for the Board of Directors and auditor.
  3. Election of Board of Directors and auditor.
  4. Resolution regarding appointment of Nomination Committee.
  5. Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles.
  6. Resolution on changes to the articles of association regarding the prerequisites for participating in general meetings.
  7. Resolution on changes to the articles of association by introducing a provision on the collection of proxy forms and postal voting.
  8. Closing of the meeting.

The Nomination Committee's proposed resolutions

The Nomination Committee is composed of the Chairman of the Board of Directors of the Company (i.e. Tord Lendau), Frederick Johansson (appointed by SEB Venture Capital), Filip Petersson (appointed by SEB pensionsstiftelse) and Christer Jönsson (appointed by Fouriertransform). The Nomination Committee has presented the following proposed resolutions in relation to items 1 and 8-11 in the proposed agenda.

Item 1 - Election of chairman of the meeting

The Nomination Committee proposes that Attorney-at-law Olof Reinholdsson (Setterwalls Advokatbyrå) is appointed chairman of the meeting.

Item 8 - Resolution regarding the number of members and, where applicable, deputies of the Board of Directors and number of auditors and, where applicable, deputy auditors

The Board of Directors today consists of the following three (3) ordinary members without deputy members: Tord Lendau (chairman), Thomas Taapken and Diana Ferro. It is proposed that the Board of Directors shall consist of four (4) ordinary members without deputy members for the period until the end of the next Annual General Meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.

Item 9 - Resolution regarding the remuneration for the Board of Directors and auditor.

The Nomination Committee proposes that a fee of SEK 200,000 shall be paid to the Chairman of the Board of Directors and SEK 150,000 to external members of the Board of Directors who are not employed by a larger shareholder in the Company.

Fees to the Company's auditor shall be paid in accordance with approved invoices.

Item 10 - Election of members, deputies and Chairman of the Board of Directors and auditor

The Nomination Committee proposes election of the Board of Directors and auditor for the period until the end of the next Annual General Meeting, as follows:

Barbro Fridén, born 1965, is proposed as new member of the Board of Directors. Barbro has a M.D. from Umeå University and PhD in Medicine, University of Gothenburg. Barbro is a board member of companies including Getinge AB (publ), Apoteket AB, Helsa AB and Sophiahemmet, and has previously been a board member in companies like Vitrolife AB, and has held leading positions in healthcare such as CEO of Sheikh Khalifa Medical City, United Arab Emirates, and CEO of Sahlgrenska University Hospital. Barbro holds no shares or share-related instruments in SciBase and is independent in relation to the company and company management and in relation to the company's major shareholders.

Board members:

Diana Ferro (re-election)                                                                                                              

Thomas Taapken (re-election)                                                                 

Tord Lendau (re-election)

Barbro Fridén (new-election)   

Chairman:

Tord Lendau (re-election)

Auditor:

Re-election of the chartered auditing firm PricewaterhouseCoopers AB (PwC), with Magnus Lagerberg as responible auditor.

Item 11 - Resolution regarding appointment of Nomination Committee

The Nomination Committee proposes the following decision for election of a Nomination Committee for the Annual General Meeting 2021 (same principles as the previous year):

The Nomination Committee for the Annual General Meeting 2021, which shall comprise of four members, shall be appointed by way of that the Chairman of the Board of Directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2020. These shareholders will be requested to each appoint one member who, together with the Chairman of the Board of Directors, will form the Nomination Committee. The composition of the Nomination Committee shall be publicly announced no later than six months prior to the Annual General Meeting. The Nomination Committee, whose mandate period applies until the time a new Nomination Committee has constituted itself, shall appoint a chairman among its members. The Nomination Committee shall prior to the Annual General Meeting 2021 prepare and submit proposals regarding the election of the chairman of the Annual General Meeting, the number of board members and, where applicable, deputy members, the number of auditors and, where applicable, deputy auditors, the election of board members, chairman and, where applicable, deputy members, auditor and, where applicable, deputy auditors, remuneration for the Board of Directors and the auditor, as well as guidelines for the appointment of the Nomination Committee for the following Annual General Meeting. The Nomination Committee's proposals shall be presented in the notice to a General Meeting where election of board members and auditor shall take place and on the Company's website. Should a member of the Nomination Committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member of the Nomination Committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the Nomination Committee so resolves, be requested to appoint a member to the Nomination Committee.

The Board of Directors' proposed resolutions

The Board of Directors of the Company has presented the following proposed resolutions in relation to items 7(ii), and 12-14 in the proposed agenda.

Item 7 (ii) - Resolution regarding allocation of the Company's result according to the adopted balance sheet

The Board of Directors proposes that the result for the year is allocated so that SEK 98,878,721 is carried forward. No dividend to the shareholders is thus proposed.

Item 12 - Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company, and may be made either in cash and/or by way of set-off or contribution in kind or otherwise be conditional. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s). The Chairman of the Board of Directors, the Managing Director or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Item 13 - Resolution on changes to the articles of association regarding the prerequisites for participating in shareholders' meetings

The Board of Directors proposes that the Annual General Meeting resolves to change the articles of association regarding the prerequisites for participating in shareholders' meetings. The Company's articles of association only exist in Swedish language. The below extract and proposed new wording are unofficial translations with the only aim to inform non-Swedish speaking shareholders of the proposed changes.

The following wording in § 9 is proposed to be changed: "Shareholders wishing to participate in general meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the general meeting and notify the company no later than 4 p.m. on the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday before the general meeting". It is proposed that said provision is changed to the following new wording: "Shareholders wishing to participate in shareholders' meetings must notify the company no later than the date specified in the notice of the shareholders' meeting". The change to § 9 of the articles of association is proposed by reason of the right to participate at the general meeting being regulated by the Swedish Companies Act (2005: 551) and therefore does not need to be part of the articles of association, and that an expected legislative change in 2020 will lead to the current wording being contrary to law. The Chairman of the Board of Directors, the Managing Director or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Item 14 - Resolution on changes to the articles of association by introducing a provision on the collection of proxy forms and postal voting

The Board of Directors proposes that the Annual General Meeting resolves on changes to the articles of association by introducing a new provision (a new section 11, whereby the current sections 11 and 12 become sections 12 and 13) allowing the Board of Directors to collect proxy forms at the Company's expense and, prior to a general meeting, resolve that shareholders shall have the option to exercise their voting rights by means of postal voting, pursuant to the procedure stated the Swedish Companies Act. The Company's articles of association only exist in Swedish language. The below proposed new wording is an unofficial translation with the only aim to inform non-Swedish speaking shareholders of the proposed changes.

The proposed new section 11 shall have the heading "Collection of proxy forms and postal voting", and the following wording: "The board of directors may collect proxies at the company's expense pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act. The board of directors may also, prior to a general meeting, resolve that shareholders shall have the option to exercise their voting rights by means of postal voting pursuant to the procedure stated in Chapter 7, section 4 a, second paragraph of the Swedish Companies Act". The hairman of the Board of Directors, the Managing Director or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Information at the Annual General Meeting

Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors and the Managing Director should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company's or a subsidiary's financial position and as regards the Company's relationship to other group companies.

Majority requirements

Resolution in accordance with items 12-14 on the agenda requires that the General Meeting's resolution is supported by shareholders representing at least two thirds of the shares represented at the General Meeting as well as of the votes cast.

Number of shares and votes

At the time of the issuance of this notice, the total number of shares and votes in the Company amounted to 16,618,101.

Documents

The financial statements and auditor's report will be available at the Company's offices and at the Company's website www.scibase.com. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The proposals of the Board of Directors and the Nomination Committee are set out in full in the notice.

Stockholm in May 2020

SciBase Holding AB (publ)

The Board of Directors

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified advisor:
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se

 

The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release.About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The subscription period of the rights issue of units consisting of shares and warrants in SciBase Holding AB (publ) ("SciBase" or the "Company") ended on May 26, 2020 with the outcome that the rights issue was heavily oversubscribed. SciBase will receive proceeds from the issue amounting to SEK 24.9 million before transaction costs, excluding the additional capital contribution that may come from the exercise of the warrants in October 2020.

  • 17,977,344 units were subscribed for by exercise of unit rights. In addition, applications for subscription without unit rights corresponding to 50,608,560 units have been received
  • The rights issue was fully secured through subscription undertakings of approximately SEK 4.1 million and guarantee commitments of approximately SEK 20.8 million
  • No guarantee commitments have been utilized

"We are very pleased to have finalised the rights issue so successfully, especially in the current financial environment. We thank the investors who have subscribed in the rights issue and we will continue to work hard to deliver further milestones in line with the strategy we have laid out over the past months." says Simon Grant, CEO SciBase.

The outcome shows that 17,977,344 units, have been subscribed for by exercise of unit rights. In addition, applications for subscription without unit rights have been received for 50,608,560 units. Accordingly, the rights issue is heavily oversubscribed and the guarantee commitments that have been provided in the rights issue have consequently not been utilized.

The rights issue will provide SciBase with SEK 24.9 million before transaction costs, which are estimated to amount to approximately SEK 5.2 million. The rights issue consists of 19,941,721 units, each consisting of one (1) share and one (1) warrant free of charge, which can be used for subscription of one (1) new share in the Company during the period October 5 - October 16, 2020 at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1.00 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised.

The number of shares in SciBase is increased by 19,941,721, from 16,618,101 to 36,559,822 through the rights issue. At full exercise of all warrants issued in the rights issue, the number of shares in the Company will increase further with a maximum of 19,941,721 additional shares.

The last day of trading in the paid-up subscribed units ("BTU") is expected on or around June 4, 2020. The new shares and warrants that are subscribed for in the rights issue are expected to be registered with the Swedish Companies Registration Office ("SCRO") on or around June 8, 2020.

Allocation of units subscribed for without unit rights will be made in accordance with the principles outlined in the prospectus. As confirmation of allocation of units subscribed for without unit rights, a contract note will be sent to those who have been allocated units on or around May 29, 2020. No communication will be sent out to those who have not been allocated units. Subscribed and allocated units must be paid for in cash in accordance with the instructions in the contract note sent to those who have been allocated units. Shareholders with nominee-registered holdings will receive confirmation of the allocation in accordance with the procedure of the respective nominee. Only those who are allocated units will be notified.

Advisors

Vator Securities is financial advisor and Setterwalls Advokatbyrå is legal adviser to SciBase in connection with the rights issue.

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: ca@avanza.se

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.Important information

Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.

The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.

This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus which has been published.

This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.

This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.

The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.

SciBase (SCIB) Stockholm, Sweden - announced today that it has received approval from the US Food and Drug Administration (FDA) for Nevisense 3.0, the third generation of their Nevisense system for early melanoma detection. Nevisense, an AI-based point-of-care system for the non-invasive evaluation of irregular moles remains the only FDA approved system available for melanoma detection in the US.

Nevisense 3.0 is a more efficient and streamlined version of the product previously approved by the FDA. The  European version released at the end of 2018 has significantly improved both adoption and utilization, and has been used clinically on over 30,000 patients to date.

"The release of Nevisense 3.0 in late 2018 in Germany and the EU has been the catalyst for five consecutive quarters of growth, and we see this as step one of our strategic plan" said Simon Grant, Chief Executive Officer of SciBase. "Receiving US approval means that we can focus on step two of our strategy which is to increase our marketing and sales activities in the US based on our deep market experience with Nevisense 3.0 in Germany and the positioning we have developed for Nevisense in the US.'

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor:
Avanza
Tel: +46 8 409 421 20
Email: [email protected] 

This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12.45 CET on May 1, 2020.

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Stockholm, Sweden - SciBase (SCIB) announced today, on "Melanoma Monday", that they have entered into a collaboration agreement with Advanced Dermatology and Cosmetic Surgery ("ADCS") - the premier dermatology network in the US with over 150 practices. The agreement will provide ADCS practices with Nevisense, the only FDA approved melanoma detection system, for the analysis of patients' atypical moles at point-of-care.

 The partnership further supports ADCS's commitment to the early detection of skin cancer, and their goal of integrating evidence-based technology solutions that help deliver the best possible care to their patients.  SciBase will initially install Nevisense in 20 clinics to evaluate practice workflow integration, followed by expansion within ADCS's large network of practices. The practices will be supplied with the latest product, Nevisense 3.0, which received FDA approval on April 30th. ADCS and SciBase will also collaborate on scientific research and the evaluation of new products addressing other skin conditions.

"We are excited to integrate Nevisense during routine total body skin cancer exams to offer our patients the most advanced technology for the earliest possible detection of melanoma.  Melanoma is the deadliest form of skin cancer, but when detected early, treatment has a nearly 100% cure rate.  Early testing and treatment are critical for improving survival.  Providing our patients with enhanced technology for early testing further supports our continued commitment to delivering best in class care that elevates both our provider and patient experience" said Dr. Matt Leavitt, Chief Executive Officer and Founder of Advanced Dermatology and Cosmetic Surgery.

"Having the nation's largest dermatology practice network adopt Nevisense and offer patients advanced care options is an important milestone in our strategy to increase our US focus and broaden our presence in the US market" said Simon Grant, Chief Executive Officer of SciBase.  "The collaboration also validates the clinical value we can provide with Nevisense and is a reflection of the growing acceptance we see from providers to adopt AI-based healthcare solutions that are supported by solid clinical evidence and can improve patient care."

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor: 
Avanza
Tel: +46 8 409 421 20
Email: [email protected]e

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

ABOUT Advanced Dermatology and Cosmetic Surgery

Advanced Dermatology and Cosmetic Surgery is the largest dermatology practice in the country. We are committed to providing comprehensive and unparalleled dermatologic and aesthetic care in a welcoming and engaging environment, seeking to make each patient experience unique. We strive to combine the best of the art of medicine with the latest advances in research and technology in formulating individualized treatment plans to achieve the desired result with superior patient safety and privacy standards.

To learn more about Advanced Dermatology, visit www.advancedderm.com or call 1-866-400-DERM.

January 1 - March 31, 2020

The first quarter in figures

  • Net sales amounted to TSEK 2,496 (2,368).
  • The loss after tax amounted to TSEK 8,936 (8,906).
  • The loss per share amounted to SEK 0.54 (0.54).
  • The cash flow from current operations was negative in the amount of TSEK 7,893 (8,950).
  • The gross margin reached 54.0% (52.6%).
  • Electrode sales volume increased by 8% and reached 6,562 (6,080) units. Repeat sales of electrodes to existing customers increased by 6%.

Important events during the quarter

  • During Q1 2020 the Covid-19 pandemic broke out and the consequences of the outbreak started to affect SciBase from mid-March. Sales in the company's key market Germany were affected and decreased by 10% in the quarter, though overall sales rose by 5%. There is a high risk that Covid-19 could lead to a significant financial impact on the Group. At this point, the effects are however very difficult to predict, and the situation is changing constantly.
  • The Board of Directors is constantly monitoring and assessing the situation around the Covid-19 pandemic and its impact on the company's business and decided on a fully guaranteed rights issue of units consisting of shares and warrants, to provide funds to increase US market penetration and develop new applications. The proposal was approved by an extraordinary general shareholders meeting on April 29th. The subscription price per unit is SEK 1.25 resulting in net proceeds of the raise of approximately MSEK 19.5 after issue costs.
  • A summons to an extraordinary general shareholders' meeting was published on March 26th. The EGM was held on April 29th.

Important events after the end of the     period

  • At the EGM on April 29th the Board's proposal for a rights issue of units was approved.
  • SciBase received FDA approval for Nevisense 3.0.
  • SciBase entered into a partnership agreement with the Advanced Dermatology and Cosmetic Surgery group (ADCS), the single largest dermatology network in the US with over 150 practices.
  • The annual report for 2019 was published on April 5th.
Apr 1 2019 - 
Jan 1 - Mar 31 Mar 31 2020 Jan 1 - Dec 31
THE GROUP 2020 2019 Rolling-12 2019
Net sales, SEK ths 2 496 2 368 9 404 9 276
Gross margin, % 54,0% 52,6% 54,9% 54,5%
Equity/Asset ratio, % 64,8% 79,0% 74,6% 69,4%
Net indebtness, multiple 0,54 0,27 0,34 0,44
Cash equivalents, SEK ths 17 970 58 057 17 970 26 456
Cashflow from operating activities, SEK ths -7 893 -8 950 -36 898 -37 956
Earnings per share (before and after dilution), SEK -0,54 -0,54 -2,38 -2,38
Shareholder's equity per share, SEK 1,40 3,78 2,59 1,93
Average number of shares, 000' 16 618 16 618 16 618 16 618
Number of shares at closing of period, 000' 16 618 16 618 16 618 16 618
Share price at end of period, SEK 1,84 4,14 1,84 4,36
Number of sold electrodes, pieces 6 562 6 080 24 206 23 724
Average number of employees 16 19 18 18

This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 08.00 CET on May 5, 2020.

Contact person: Michael Colérus, CFO. +46 70 341 34 72

For more information, please contact: 
Simon Grant, CEO SciBase 
Phone: +46 72 887 43 99 
Email: [email protected]

Certified Advisor: 
Avanza AB 
Phone: +46 8 409 421 20 
Email: [email protected]

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

 

The board of directors of SciBase Holding AB (publ) ("Scibase" or the "Company") has prepared a prospectus in connection with the issue of units consisting of shares and warrants with preferential rights for the Company's shareholders of up to approximately SEK 24.9 million (the "Rights Issue") announced by the Company through press release on 26 March 2020. The prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company's website.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Prospectus approval and publication

The prospectus regarding the Rights Issue has been approved and registered by the Swedish Financial Supervisory Authority and is now available on the Company's website (http://investors.scibase.se/en) and on Vator Securities' website (www.vatorsecurities.se). The prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).

Rights Issue preliminary timeline

May 7, 2020                            Record date for participation in the Rights Issue with pre-emptive rights, that is, shareholders who are registered in the Company's share register as of this day will receive unit rights for participation in the Rights Issue with pre-emptive rights

May 11 - 22, 2020                 Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the Rights Issue has been registered with the Swedish Companies Registration Office)

May 11 - 26, 2020                 Subscription period (with or without pre-emptive rights)

Around May 28, 2020            Announcement of the outcome of the Rights Issue

Around June 5, 2020             The Rights Issue is completed and registered

Advisors

Vator Securities is financial advisor and Setterwalls Advokatbyrå is legal adviser to SciBase in connection with the Rights Issue.

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor:
Avanza
Tel: +46 409 421 20
Email: corp@avanza.se

The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release.About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Important information

Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.

The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.

This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus which has been published. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.

This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.

This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.

The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.

SciBase Holding AB ("SciBase" or the "Company") has updated the Company's financial calendar for 2020.
 

Due to the preparation of the rights issue announced earlier today, the Company has resolved on changes in the Company's financial calendar. The Company's annual report in respect of the financial year 2019 will be made public on April 3, 2020, the interim report in respect of the first quarter of 2020 will be made public on May 5, 2020 and the annual general meeting will be held on June 17, 2020.

The updated financial calendar is set out as follows:

 

April 3                                             Annual report 2019

May 5                                              Interim report Q1 2020

June 17                                          Annual general meeting 2020

August 20                                      Interim report Q2 2020

November 12                                 Interim report Q3 2020

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor (CA):

Avanza

Tel: +46 8 409 421 20

Email: [email protected]

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

SciBase hereby announces that the Annual report for 2019 is available at the Company's website www.scibase.com.

A pdf-version of the annual report is enclosed to this press-release.

A printed version of the Annual report will only be distributed to shareholders who actively request a printed copy.

For more information, please contact:

Michael Colérus, CFO
Tel: +46 70 341 34 72 E-mail: [email protected]

Certified Advisor:

Avanza

Tel: +46 409 421 20

Email: [email protected]

The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CET on April 3, 2020.

About SciBase and Nevisense

SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Today, an extraordinary general meeting has been held in SciBase Holding AB (publ) ("SciBase" or the "Company"). The general meeting resolved, in accordance with the proposals presented in the notice to attend the meeting (which is available on the Company's website www.scibase.com):

(i)                 To change the articles of association and reduce the share capital without cancellation of shares.

(ii)               To approve the board of directors' resolution on issuance of units consisting of shares and warrants with preferential rights for the shareholders (the "Rights Issue").

(iii)              To change the articles of association and increase the share capital through bonus issue without issuance of new shares.

(iv)              To reduce the share capital without cancellation of shares.

(v)               To change the articles of association and reduce the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court. 

  

Resolutions in accordance with item (i)-(iv) above were proposed in order to enable the Rights Issue resolved by the board of directors subject to the subsequent approval of the general meeting, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. Resolution in accordance with item (v) above was presented in order to enable further reduction of the share capital following registration of the other proposals, with the main purpose of decreasing the quotient value in order to enable a subscription price within the range for the new shares that may be subscribed for through exercise of the warrants issued in the Rights Issue and in order to otherwise adapt the capital structure.

The Rights Issue in short

The Rights Issue consists of up to 19,941,721 units with a subscription price of SEK 1.25 per unit. Each unit consists of one (1) share and one (1) warrant.

The record date for obtaining unit rights and to participate in the Rights Issue with pre-emptive rights will be Thursday, May 7, 2020. Each existing share in the Company will entitle to six (6) unit rights and five (5) unit rights will entitle to subscription of one (1) unit.

In the event that not all units are subscribed for by exercise of unit rights in accordance with the shareholders' pre-emptive rights, the board shall, within the framework of the maximum amount for the Rights Issue, resolve on allotment of units subscribed for without unit rights.

The warrants are issued free of charge and will be exercisable for subscription of new shares during the period October 5 - October 16, 2020. Each warrant will entitle the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to the higher of (i) 70 per cent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of ten (10) trading days immediately preceding September 30, 2020 (including September 30, 2020), but not less than SEK 1 and not more than SEK 1.75 per share, and (ii) the quotient value of the share at the time the warrants are exercised.

The Rights Issue is fully covered by subscription undertakings and guarantee commitments. Neither subscription undertakings nor guarantee commitments are secured through bank guarantee, blocked funds, pledge or similar arrangements.

For more information, please refer to the press release published by the Company on March 26, 2020 (which is available on the Company's website www.scibase.com).

Full terms and conditions for the Rights Issue will be disclosed in the EU Growth Prospectus which will be published by the Company no later than in conjunction with the commencement of the subscription period.

Rights Issue preliminary timelines

May 5, 2020     Last day of trading including unit rights

May 6, 2020     First day of trading excluding unit rights

May 7, 2020                                      Record date for participation in the Rights Issue with pre-emptive rights, that is, shareholders who are registered in the Company's share register as of this day will receive unit rights for participation in the Rights Issue with pre-emptive rights

May 11 - 22, 2020                         Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the issue has been registered with the Swedish Companies Registration Office)

May 11 - 26, 2020                         Subscription period (with or without pre-emptive rights)

Around May 28, 2020                  Announcement of the outcome of the Rights Issue

Around June 5, 2020                    The Rights Issue is completed and registered

For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: [email protected]

Certified Advisor (CA):

Avanza

Tel: +46 8 409 421 20

Email: [email protected]

The information was submitted for publication, through the agency of the contact person set out above, on April 29, 2020 at 11.00 CET.

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Important information

Publication, distribution or release of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.

The information in this release may not be distributed or sent into Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an exemption from registration, according to the applicable U.S. Securities Act from 1933 ("Securities Act"), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.

This release is not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). Complete information regarding the rights issue can only be obtained through the prospectus expected to be publicized. Pursuant to article 2 k of the Prospectus Regulation, this press release constitutes an advertisement.

This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.

This release may include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

Information to distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II ("Target Market Assessment"). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issues.

The target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.

January 1 - December 31, 2019

The fourth quarter in figures

  • Net sales amounted to TSEK 2,800 (2,030).
  • The loss after tax amounted to TSEK 10,207 (11,506).
  • The loss per share amounted to SEK 0.61 (0.69).
  • The cash flow from current operations was negative in the amount of TSEK 8,842 (9,990).
  • The gross margin reached 58.0% (52.1%).
  • Electrode sales volume increased by 85% and reached 7,180 (3,872) units. Repeat sales of electrodes to existing customers increased by 97%.

Full year 2019 in figures

  • Net sales amounted to TSEK 9,276 (6,899).
  • The loss after tax amounted to TSEK 39,594 (44,215).
  • The loss per share amounted to SEK 2,38 (2.66).
  • The cash flow from current operations was negative in the amount of TSEK 37,956 (37,482).
  • The gross margin increased to 54.5% (52.0%).
  • Electrode sales volume increased by 53% and reached 23,724 (15,478) units. Repeat sales of electrodes to existing customers increased by 64%.

Important events during the quarter

  • Sales in the company's key market Germany continue to grow and increased by 24% in the quarter following a further improvement in electrode sales. Total sales increased by 38%
  • SciBase received the first multi system (6) order from a large US dermatology practice group. Advanced Dermatology, P.C. is a group of over 40 dermatology practices in the New York tri-state area.
  • SciBase received an order from the new dermatology clinic at the Mount Sinai hospital in New York, one of the most prestigious dermatology centers in the US.
  • Thomas Eklund resigned from SciBase and other Board positions due to lack of time.

Important events after the end of the period

  • No significant events have occurred since the end of the period.
  Oct 1 - Dec 31 Jan 1 - Dec 31
THE GROUP 2019 2018 2019 2018
Net sales, SEK ths 2 800 2 030 9 276 6 899
Gross margin, % 58,0% 52,1% 54,5% 52,0%
Equity/Asset ratio, % 69,4% 88,1% 69,4% 88,1%
Net indebtness, multiple 0,44 0,13 0,44 0,13
Cash equivalents, SEK ths 26 456 67 514 26 456 67 514
Cashflow from operating activities, SEK ths -8 842 -9 990 -37 956 -37 482
Earnings per share (before and after dilution), SEK -0,61 -0,69 -2,38 -2,66
Shareholder's equity per share, SEK 1,93 4,30 1,93 4,30
Average number of shares, 000' 16 618 16 618 16 618 16 618
Number of shares at closing of period, 000' 16 618 16 618 16 618 16 618
Share price at end of period, SEK 4,36 3,10 4,36 3,10
Number of sold electrodes, pieces 7 180 3 872 23 724 15 478
Average number of employees 18 19 18 19

This information is information that SciBase Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 08.00 CET on February 21, 2020.

Contact person: Michael Colérus, CFO. +46 70 341 34 72

For more information, please contact: 
Simon Grant, CEO SciBase 
Phone: +46 72 887 43 99 
Email: [email protected]

Certified Advisor: 
Avanza AB 
Phone: +46 8 409 421 20 
Email: [email protected]

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.

Subscribe to